Lexascope CLICK-WRAP LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This Lexascope Click-Wrap License Agreement (hereinafter "Agreement") is a legal contract between you (either an individual or a business entity, hereinafter referred to as "Licensee") and Lexalytics, Inc. a Massachusetts corporation (hereinafter "LXA"), for the licensing of the Lexascope software (the "software") in object and/or executable form only. The term "software" also includes any supplied corrections, bug fixes, enhancements, updates or other modifications created and supplied by LXA and any documentation supplied by LXA in conjunction with the Software.

BY CLICKING THE "ACCEPT" BUTTON BELOW, OR BY OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

1. LICENSE TERMS

The rest of this license is in typical legalese. However the following points are important and are considered part of this license. They may be covered elsewhere in this license, but they are important enough to call out on their own:

• You're getting a license to use both a service and client software; your access to the service, access to support, and access to client upgrades is dependant on you paying your monthly fees.
• Don't violate the law
• Don't violate copyright law, in particular.  If you're sending it to us, or asking us to get it, you should have the right to do so.
• We're not responsible for the content.
• You're responsible for what happens with your account. (e.g. If other people are using your account info, then you're responsible for that)
• Don't attack us with a Denial of Service attack.
• Don't use us for click fraud.
• If you exceed your limits, we're going to charge you more or turn off your service for the month.
• We care about your privacy, and will only reveal your information under court order.
• We are going to collect usage statistics to make the service better. We will not share these statistics with others.
• If you give us suggestions for improvements, we own those suggestions.
• This is a mechanical analysis system, and you will probably disagree with some of the findings. Our goal is to have you agree more than you disagree, but we cannot be held responsible if the system "gets something wrong".

a) Grant of License. Provided that Licensee is in material compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee, pursuant to the terms and conditions of this Agreement, a nonexclusive, nontransferable license to use the software.

b) Authorized Use. Licensee shall use the Software only in conjunction with the Lexascope services provided by Lexalytics through the Lexalytics web service and the PRScope or Excel plugin provided via the Lexascope website. The license allows the user to use the software to create, manage, update and maintain information added to a Lexascope project.

c) Restrictions on Use. Licensee agrees to use the Software only for Licensee's own business, or directly for a client. Under no circumstances shall Licensee use the software in the operation of a service bureau.

d) Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for Licensor to terminate this Agreement.

e) Reservation of Rights. Licensor hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including but not limited to, Licensor's right to license the Software to any third party.

f) Term of License. License is valid so long as Licensor operates the Lexascope service, and the Licensee remains compliant with the terms of this license Agreement, and payment terms of the service.

g) Representations by Licensee. By accepting this Agreement and/or using the Software, Licensee hereby represents and warrants that all information provided by Licensee to Licensor during the registration process for the Software is true and accurate in all material respects. Licensee further represents and warrants that licensee has been duly authorized to enter into this Agreement for and on behalf of any person, company or other entity specified during the initial registration process for the Software.

2. INTELLECTUAL PROPERTY RIGHTS

a) Title. Licensee and Licensor agree that Licensor owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any correction, bug fixes, enhancements, updates or other modifications to the Software, whether made by Licensor or any third party. No title to the Software is transferred hereby and Licensee's rights hereunder are strictly limited as set forth herein.

b) Transfers. Under no circumstances shall Licensee sell, license, publish, display, distribute or otherwise transfer to a third party the Software or any copy thereof, unless Licensee plans to discontinue use of the License on the currently installed computer. In this case, the license may be transferred to another machine of the Licensee's choosing.

3. WARRANTY; DISCLAIMER OF WARRANTIES

a) Warranty. Licensor warrants to Licensee that the Software will perform the functions described for the software to the best of their ability.

b) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS THE TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE, DOCUMENTATION AND OTHER FILES ARE PROVIDED "AS IS." LEXALYTICS CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.

4. LIMITATION OF LIABILITY

IN NO EVENT WILL LEXALYTICS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR FROM ANY BREACH OR WARRANTY, EVEN IF LEXALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. GENERAL PROVISIONS

a) Modifications. Lexalytics may alter or revise the terms of this Agreement by giving Licensee thirty (30) days notice of the changes to be made. If Licensee does not agree to accept the changes, Licensee's sole remedy shall be to discontinue Licensee's use of the Software.

b) Governing Law/Venue/Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Massachusetts, without regard to choice of law provisions.

c) Termination. Without prejudice to any other rights, Lexalytics may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement.

d) Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law.

e) Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and all prior proposals, understandings and all other agreements between the parties relating to the subject matter.

f) Waiver. Any waiver, either expressed or implied, by either party of a default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.